CONOCOPHILLIPS — Director's Dealing 2012

May 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2012-05-04

Reporting Person: Lance Ryan Michael (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-04	Employee Stock Option (Right to Buy)	$59.075	J	22700	Disposed	2016-02-10	Common Stock (22700)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$45.05	J	23061	Acquired	2016-02-10	Common Stock (23061)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$66.37	J	34900	Disposed	2017-02-08	Common Stock (34900)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$50.61	J	35485	Acquired	2017-02-08	Common Stock (35485)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$79.38	J	44300	Disposed	2018-02-14	Common Stock (44300)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$60.53	J	44896	Acquired	2018-02-14	Common Stock (44896)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$45.47	J	60200	Disposed	2019-02-12	Common Stock (60200)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$34.67	J	61115	Acquired	2019-02-12	Common Stock (61115)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$48.385	J	88800	Disposed	2020-02-12	Common Stock (88800)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$36.90	J	98949	Acquired	2020-02-12	Common Stock (98949)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$70.125	J	71700	Disposed	2021-02-10	Common Stock (71700)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$53.47	J	87174	Acquired	2021-02-10	Common Stock (87174)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$71.87	J	81700	Disposed	2022-02-09	Common Stock (81700)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$54.80	J	105098	Acquired	2022-02-09	Common Stock (105098)	Direct

Footnotes

F1: In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, outstanding ConocoPhillips stock options were adjusted so that the holders hold vested stock options to purchase both Phillips 66 common stock and ConocoPhillips common stock. The Phillips 66 and ConocoPhillips stock options received, when combined, will generally preserve the intrinsic value of each original stock option grant and the ratio of the exercise price to the fair market value of ConocoPhillips common stock on the distribution date.

F2: Vested in three equal annual installments beginning on February 10, 2007.

F3: Vested in three equal annual installments beginning February 8, 2008.

F4: Vested in three equal annual installments beginning February 14, 2009

F5: Vested in three equal annual installments beginning on February 12, 2010

F6: In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, outstanding ConocoPhillips stock options that are not vested and are held by ConocoPhillips officers or employees, who continued as officers or employees of ConocoPhillips immediately after the spin-off, were replaced with adjusted ConocoPhillips stock options to purchase ConocoPhillips common stock, which will generally preserve the intrinsic value of each original stock option grant and the ratio of the exercise price to the fair market value of ConocoPhillips common stock on the distribution date.

F7: Vest in three equal installments beginning February 12, 2011

F8: 60,109 stock options are vested. The remaining 38,840 stock options will vest on February 12, 2013.

F9: Vest in three equal installments beginning on February 10, 2012.

F10: 24,331 stock options are vested. The remaining 62,843 stock options will vest in two equal annual installments beginning February 10, 2013.

F11: Vest in three equal annual installments beginning February 9, 2013.